Ultimate Spider-Man Ultron
by TheAwesomeFantasticStriker6000
Summary: A new threat has arrived. Ultron has come from the future. What does he plan to do?
1. Chapter 1

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers.)

Chapter 1-Hello Son!? Hello Daughter!?

"Will you join the Avengers" asked Iron Man. "W-what" Spider-Man said, "Y-you're asking m-me? Yes! I'd love to!" "Good" Captain America said, "Then pack your bags and get ready to go to Headquarters." "Will do" Spidey said. "Woah" Nova said, "Spider-Man gets to go to the Avengers!" "That truly is a good thing for Spider-Man" Iron Fist said. Spider-Man walked out. "Well guys" he said, "I guess this is where we part ways." "Yeah, Webhead" Power Man said. Then, sirens went off. Coluson walked in. "Sir" he said, "It's an emergency. There are robots attacking and two... You're not gonna believe this." "What is it" asked Tiger. "The two people are... Spider-Man" Coulson replied. "What" Spider-Man said.

Spider-Man was driving to the place of battle. Then, he saw what looked like a mini version of him webbing his way to Spider-Man. "Watch out" the youth said. He scaled the walls, and turned around. He caught the robot with one of his webs, while still on the side of the building, and slammed the robot into another building. "Yes" the boy said. "Wait" said Spider-Man, "Who are you?" "I'm Spider-Boy" the youth said, "Son of Spider-Man, brother to Spider-Girl, daughter of Spider-Man." "Woah" Spider-Man said, "If I have children, where am I?" The boy looked down. He looked hurt. "Our father died" a girl said. "Aaah" Spidey said, "Where did you come from?" Spider-Man jumped over. The girl was on the side of the building. All three were clinging to the same building, with Spider-Man in the middle. "He was killed by Ultron" Spider-Boy said. "Ultron" inquired Spider-Man. "Ultron was a robot created by Hank Pym. Ultron destroyed the whole world, except for a few survivors, but you didn't make it" Spider-Girl said. "I'm very sorry for your loss. And my loss." said Spider-Man.

Spider-Man's watch appeared. "Spider-Man" Nick Fury yelled, "Robots are attacking the Tri-Carrier! Prisoners are escaping. The Green Goblin and Dr. Octavius have already escaped!" "Okay" Spidey said, "Come on!" The three spiders made it to the Tri-Carrier. Spider-Man walked into a room. "Woah" he said, "So much damage!" Then, his Spider-Sense went off. He leaped out of the way just in time to see a tentacle smash into the floor. "Spider-Man" Dr. Octopus said, "You locked me up, and now I will destroy you!" "I don't think so Octopus" Spider-Boy said. Spider-Boy came from behind, and grabbed one of Doc Ock's tentacles. Spider-Boy swung Doc Ock in circles. "Woah" the Doc said. Spider-Boy swung Dr. Octopus into a wall. "Aaah" he said, "I didn't know that there were two Spiders. No matter. I have already started the self- destruct sequence and this place will blow in two minutes!"

A female voice was heard throughout the Tri-Carrier. "Self-Destruct sequence has been activated" the voice said, "Prepare for the Tri-Carrier to be destroyed. All Shield agents have two minutes to evacuate." "Darn you, Doc" Spider-Boy said, "Wait. He's gone!" "Dang it" Spider-Man yelled, "But we don't have time for that. We have to get everyone to safety." "Don't worry" Agent Coulson said, "All you have to do is hit the Self-Destruct Override." "Okay" Spider-Man said. Spider-Man and Spider-Boy webbed all the way to the Override Room. "You need a password" yelled Spider-Man said. The two started typing a bunch of numbers. "Password Correct" a voice said. "Cool" Spidey(Spider-Man) said. "Attention" the same female voice said, "Self-Destruct has been aborted, but Tri-Carrier is damaged. We will have a crash landing." "Oh dear" Spider-Man said.

The Tri-Carrier crashed into Tony Stark's plane storage outside. Everyone walked out of the Tri-Carrier. "I don't feel so well" White Tiger said. "My stuff" Iron Man said, "You!" Iron Man was talking to Spider-Boy and Spider-Girl, "Who are you?" "They're my children" Spidey said, "Or they will be in the future. A new threat, named Ultron, has come into our time frame, and he doesn't belong here. We have to find a way to send him back to the future, before the past and future is destroyed!" Then, thunder was heard. "Who is that" Thor asked. "That is Torunn" Spider-Girl said, "Your future daughter." "Hmm" Thor replied, "Then I have trained her well." "No time for that" a voice from a distance, "I Azari, son of the Black Panther and Storm will protect my people!" Azari stood up. "Why are you just standing there" he asked, "Fight!" "He's right" Spider-Boy said.

The heroes scattered, all except for the three Spiders. "Alright, what do we do now" asked Spidey. "First thing's first, we need to find Ultron. He could be on any continent in the world. Contact the others, and tell them to spread around the world" replied Spider-Boy. "Everyone" Spidey said through his communicator, "We need to find Ultron and stop all of this. Separate! Go into the different continents, and search for it. Spidey out!" "Let's go" Spider-Boy said, "We'll search all over America." Spider-Boy took out a vial. It contained a symbiote. "I told you not to ever use that again. I told you to destroy it" Spider-Girl said. "Don't worry" Spider-Boy said, "I know how to control it. It turns out, the Octopus made the symbiote from alien DNA, and once I combined the two, the agression went down. I hope this works." Spider-Boy cracked the vial, and the smbiote came over him. "With this symbiote, I'll be unstoppable" Spider-Boy said. "Hopefuly" Spider-Girl said, "You won't go on a rampage like last time!"

(A/N That is it for Chapter 1. Hope you enjoyed!)


	2. Chapter 2

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers.)

Chapter 2-Man Spider! Birth of a New Spider!

Black Spider-Boy was webbing all around New York. The three Spiders decided to separate. Black Spider-Boy landed on the top of a building. Then, Spider-Sense went off. Black Spider-Boy tried to dodge the attack, but too late. A needle hit the back of his head, knocking him out.

Spider-Boy woke up in the same building that he was when he was knocked out. His black suit was gone. "Oh no" Spider-Boy said, "Whoever took the symbiote... This is bad! I can't worry about that now. There's still a war out here!" Spider-Boy jumped off the next building, and dived towards the ground. Spider-Boy webbed another building, to find some Ultron bots to smash. He jumped onto another building and looked around.

He tried to continue on, but he was out of webs in his web shooters. "Dang it" Spider-Boy said, "I'm nothing without my web shooters." Spider-Boy took out a needle with red and blue liquid in it. It contained Spider DNA. "Maybe, I won't need web shooters anymore" Spider-Boy thought, injecting the formula in his body. Spider-Boy took off his web shooters and shot a web. "It worked" Spider-Boy said, "My serum actually worked!" Spider-Boy felt a lot stronger too.

He heard a noise from nearby. It was the Wolverine against a humanoid Ultron Bot. Wolverine sliced the Ultron Bot in half. The Ultron Bot turned into liquid and reformed again. "You stupid robot" Wolverine Jr. said, "This is the tenth time I've destroyed this hunk of junk!" "I've got this" Spider-Boy said, ripping open the fire hydrant. Spider-Boy aimed it at the Ultron Bot. Once the water made contact with the Ultron Bot, the Ultron Bot exploded. "Hmph" Wolverine Jr. said, "There's still bigger fish to fry!" "Then, I suggest we fight" Hawkeye Jr.(Francis) said, "Let's team up!" "I work alone" Wolverine Jr. said, running off. Hawkeye Jr. shot an arrow at an Ultron Bot two blocks away. "You always have that good aim" Spider-Boy said, webbing off.

Spider-Boy caught up to the Shield Tri-Carrier Mark II and boarded. There he saw Director Fury, Spider-Man, Iron Man, and Agent Coulson. Nick Fury walked up to Spider-Boy. "Answers. Now" he said. "Okay" Spider-Boy said, "So a man named Hank Pym created a machine called Ultron. Ultron was originally meant for good purposes, but Ultron turned. He destroyed the whole world, but the superheroes of the previous generation attempted to stop them. As a result, most of them died, but they had kids. Us kids, rebel against Ultron, but now he's come to the past to stop that. Almost every superhero that ever existed is in this timeline. Ultron's next motives are unclear, but we'll find out soon enough!"

Just then, Spider-Boy's ribs began to hurt. Spider-Boy collapsed to the ground. "Are you okay" Spider-Man asked. "No" Spider-Boy said, "My ribs. They hurt!" Just then, two arms sprouted from each side of his body. "Yikes" Spidey said, "You got six arms!" "I don't feel too well" Spider-Boy said, "But I have six arms. This could be useful later on." "No need to worry about that now" Iron Man said, "Arcade has escaped and he has his army of robot superheroes and supervillains. We have to stop them!" "Okay" Spider-Boy said, "I've got this!" "Those aren't the only threats" Spidey said, "So be careful!"

Spider-Boy jumped out the window. He used a web parachute and landed on top of a building. There, he saw Invisble Woman with a forcefield around her. Spider-Boy used impact webbing to trap the Ultron Bots, and then, he used web balls to destroy the Ultron Bots. "Thanks for all the help" Invisible Woman said, "Hey, did you get younger?" "Long story" Spider-Boy said, "Uh! I don't feel great at all!"

Spider-Boy webbed all the way to an abandoned warehouse. Spider-Girl was fighting a group of Ultron Bots nearby the area. Her brother had six arms. "Something's wrong" Spider-Girl said, "And I better go check it out!" Luckily, she wasn't the only one who followed Spider-Boy to the abandoned warehouse. "Spider-Boy" Spider-Girl yelled, walking into the warehouse. She looked around. It looked like a spider nest. "What is this" Spider-Girl said. "Roar" a voice said. The voice came from above. Spider-Girl looked up and saw a monster. It had six arms, but it looked like a monster. It was a Man Spider. The Man Spider leaped onto Spider-Girl and threw her across the lot. Spider-Girl hit the wall. "Uh" Spider-Girl said. Then, White Tiger came in through a window. "No need to fear" White Tiger said, "I'm here to help." The Man Spider leaped at the White Tiger. The White Tiger dodged. The Man Spider picked up a crate, and threw it at her. The crate hit the White Tiger, and she was unconscious. The Man Spider ran to finish off the White Tiger, when Spider-Girl stepped in front of him.

"Stop" she said, "You must regain control of yourself." The Man Spider growled, but it remained in the same place. The spider inside and Peter Jr. were trying to get control, until the Man Spider changed back into Spider-Boy. "I don't feel too well" Spider-Boy said. "Don't worry about it, lil' bro" Spider-Girl said.

To Be Continued

(A/N Please send your reviews. How good was it?)


	3. Chapter 3

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!)

Chapter 3-Return of the Symbiote

"That's why you turned into a Man Spider" Spider-Girl said. Her brother had just told her how he had turned into the Man Spider. "Now, I no longer need web shooters" Spider-Boy said. "That's great" Spider-Girl said, "But the next time you decide to do some crazy experiment, make sure it's completely safe." "Okay" Spider-Boy said. The two Spiders were talking from the roof. "Hey" Spider-Boy said, "Is that the symbiote?"

"My trap is working out perfectly" Doc Ock said, "Venom and Carnage aren't the only symbiotes now! Toxin is my newest creation! This symbiote has the potential to be the strongest symbiote that ever existed, and I'll make even stronger symbiotes! I haven't made them yet, but these three symbiotes will be enough of a diversion, not to mention, I've increased the aggression on the Venom Symbiote."

"I shall no longer be Cletus Kasady" a red and black symbiote-covered man said, "Call me Carnage." "Ok" Spider-Man said, "So you've attained new powers, Kasady! You're still going right back to the jail cell where you came from." "I'll destroy you" Carnage said. Carnage's arm turned into an axe. Carnage swung at Spidey, but missed. Carnage's hand turned back to normal. Spidey webbed Carnage's chest and swung him into the wall. Then, Spidey's Spider-Sense went off. Spidey jumped up and just barely avoided a trio of Ultron Bots shooting repulsor rays at him. Spidey used the web blasters to destroy the Ultron Bots.

Spider-Boy dodged another one of Venom's attacks. Venom picked up a pole, and whacked Spider-Boy into a building. Venom walked up to Spider-Boy, about to make the finishing blow, until Spider-Boy said, "Stop!" Venom stopped in his tracks. "What's going on" Venom said, "Why can't we attack you?" "It's because the symbiote and my brother have had a bond for a long time" Spider-Girl said, "Spider-Boy, control the symbiote!" "What" Spider-Boy said, "Do you want me to say, come to Papa all symbiotes?" Suddenly, Venom separated from Harry and went to Spider-Boy covering his body. Not long after, Carnage and the new symbiote, Toxin came after.

The symbiotes bonded to Spider-Boy, going into his bloodstream.(What you will soon find out is that the symbiotes will reappear from Spider-Boy's bloodstream.) Spider-Boy was no longer Spider-Boy. He had the Black Spider-Man mask, with the Toxin look from shoulders to waist. From waist to feet was Carnage, and there was a Venom mark on Spider-Boy's chest and back.

Spider-Man and Nova followed Toxin and Carnage to where they went. "Spider-Girl" Nova said, ripping off the symbiote webs on her. "Thanks" she said, "But my brother has been taken over by all three symbiotes." "Spider-Boy" Spidey said. "We are no longer Spider-Boy" four voices said, "Nor Toxin, Carnage, or Venom! From now on, call us Chaos!" "Spider-Boy, get a hold of yourself" Spider-Girl said.

Chaos just laughed. His left hand turned into an axe. Chaos jumped up and tried to hit Nova. "I don't think so" Nova said, dodging the attack, firing energy beams at Chaos. Chaos webbed onto a building and climbed to the top. He grew wings on his back, like Angel, and flew to Nova, punching him to the ground. Spider-Girl and Spidey fired their web shooters at Chaos, but Chaos dodged them and fired more powerful web shooters of his own. They hit the two Spiders like cannonballs. "See you later" Chaos said, "It's time to bring Chaos upon the world!" Chaos webbed off.

"Spider-Man" Nick Fury said, "If you don't find Chaos, then the whole city is in trouble!" Nick Fury picked up Spider-Man and Spider-Girl. Invisible Girl and The Thing of the Fantastic Four were also on the Tri-Carrier. "We have to stop him" Invisible Girls said, "So we'll be teaming up to save your friend!" "Sir" a Shield Agent said, "We have an incoming transmission from Dr. Octavius!" Nick Fury turned on the main screen.

"Hello" Doc Ock said, "I already know that this transmission is being seen all over the world, but this transmission is made specifically for Norman Osborn and Spider-Man. As you two already know, the symbiote came from Spider-Man's rage, but to tell you the truth. It was all a lie! The symbiote was always an alien, that came from an alien race, that reproduces an even stronger symbiote each time. I've witness the symbiotes reproduce, just right here. Time to meet Scream, Phage, Lasher, Riot, Agony, Hybrid, Anti-Venom, and guess where they're going! My guess, is back to their origin, whoever is being used by Venom. Hahahahahahahahaha!"

"Oh no" Spider-Man said, "Spider-Boy!" Spider-Girl and Invisible Girl used a forcefield to carry themselves off the Tri-Carrier. The Thing and Spider-Man just jumped off the plane, while Spidey used a parachute to give the both of them a gentle landing.

The four found Chaos merging with all of the other symbiotes. Now, The Venom symbiote was the head, the Anti-Venom insignia was on the chest and back, Scream on the right arm, Phage on the right leg, Riot on the left arm, Lasher on the left leg, Agony on the left hand, Hybrid on the right hand, Toxin on both feet, and Carnage on the chest. "We are no longer Chaos, and there is no more Spider-Boy" the creature said, "Only, Havock!"

To Be Continued...

(A/N It's uh-oh for the Spidey gang. Venom is an alien, and he has teamd up with his offspring and his offspring's offspring. How will the team handle this? Will Spider-Boy break free of Havock's control? Please leave all of your comments, and thank you readers for supporting!)


	4. Chapter 4

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!)

Chapter 4- Wrath of the Symbiote! Complete Havock!

"We are Havock" the creature said, "And we will destroy anyone or anything that gets in our way!" "Try to think this through" Spidey said, "The symbiotes have taken over your mind. Remember, us Spiders have to stick together!" "We're family" Spider-Girl said. "No" Havock said, "We only have each other, us symbiotes!" "Stand down" The Thing said, "Or I'm gonna have to take you down!" "I'll destroy you all" Havock said. Havock launched symbiote darts at The Thing. They just bounced off of The Thing. "You can't defeat me so easily" The Thing said. Havock jumped up and punched The Thing across the whole block. "My strength will destroy you all" Havock said. Havock's hand shot forward and punched the Invisible Girl into a nearby building. "You may be strong" Spidey said, "But your still weak agianst electricity!" Spidey shot electric webs at Havock. They didn't work. "Alone, we were weak to electricity, but now, electricity merely phases us" Havock said(PS Anti-Venom is mostly immune to sound any the original series, and since electricity is a substitute for sound, so Anti-Venom is immune to electricity in this series.).

In Peter Jr.'s consciousness, he was in his Spider-Boy suit, against each symbiote in Peter Jr.'s body. "You can't defeat us" Venom said, "All of us have bonded permanently and there's no way to defeat us!" "I won't give up ever" Spider-Boy said. "Spider-Boy" a voice said in Peter Jr.'s head, "I am Madame Web and I can help you defeat this threat, it will be only a little while. Hold on until then!" Spider-Boy attacked Toxin, but Spider Toxin dodged.

"Spider-Boy escaped again" Invisible Girl said, "We have to find him, or this whole city is doomed!" "I think that there are other things that you should be worrying about" a voice said, "For one, I, the Scorpion will tear you limb from limb, Spider-Man!" "Go ahead and try" Spidey replied. Scorpion leaped at Spidey, punching him. Scorpion launched his tail at Spidey, but luckily, he dodged the attack. Spidey shot web bullets at Scorpion, knocking him into a nearby building. "I can't be defeated so easily" Spidey said. Scorpion got back up. "I was just about to say the same thing" Scorpion replied. "I don't have time for this" Spider-Girl said. She ran up to Scorpion and knocked him out with a punch. She webbed up Scorpion, leaving him for Shield.

Havock was using symbiote webs and webbing through the city. He leaped onto a building. "We will rule this whole city" Havock said, "We will completely destroy it." "No" a voice said, "I, Madame Web, will put an end to this!" From inside Spider-Boy's head, Madame Web appeared. "Spider-Boy" Madame Web said, "Hold on just a little longer! I'm bringing help now!"

Then, Spidey and Spider-Girl appeared. "Spider-Boy" Spidey said. "No time for talk" Madame Web said, "I have brought you here to help Spider-Boy." "We will destroy you" Spider Carnage said. Spider-Boy took on the symbiotes. It was going to be a fierce battle.

Meanwhile, Torunn met up with Power Man. "We fight together" she said. "Okay" Power Man said. "Hey you" a voice said, "The Rhino going to pound you to a pulp!" "I'm ready for you" Power Man said. Rhino charged at Power Man, but Power Man avoided the attack. Rhino ran into a building. As he got his horn out of the side of a building, he turned around to see Power Man running to him. Before Rhino could do anything, Power Man punched him. Rhino took a few steps back, and got ready to charge again. Torunn came from the sky. "Prepare for me to smite thee" she said. Her sword charged with thunder and Torunn struck Rhino with her sword. Rhino was sent back 50 feet. "You're good" Power Man said, "But now it's time for some real power!" Power Man ran up to Rhino and punched him. Rhino flew into the air and came back down to another punch from Power Man. Rhino was knocked out. "That's power" remarked Power Man.

Meanwhile, in Peter Jr.'s consciousness, Spidey and Spider-Girl were weak. "I can't do much more of this" Spidey said. "Me either" Spider-Girl said. "Good" Carnage said, "Now, we will destroy you for trying to interfere!" "No" Spider-Boy said, "This is my mind, and I will control it. Attacking me was one thing, but when you sucked my whole family into this, you brought out my rage. My determination will get me out of this. My strength is giving me power as we speak, and even though I may not be able to get rid of you, I will control you. My friends and family are right behind me, all the way!" Suddenly, everyone that Spider-Boy ever knew or met appeared behind him. "I won't lose" Peter Jr. said. "No" the symbiotes said together, "We have lost control!" "That's right" Spider-Boy said, "And now, I'm in charge!" "Beware" the symbiotes said, "When you grow weak, or when you let one ounce of your guard down, we'll take control!"

Spidey and Spider-Girl woke up back in their own bodies. They waited patiently until they saw Spider-Boy swing to the building that they were on. "Long time no see" Spider-Boy said. "You got rid of the symbiotes" Spidey said. "Nah" Spider-Boy said, "I couldn't if I wanted to, but I can choose what symbiote I need when I need it." "You might need them all" Spider-Girl said, "Because Ultron will come." "I know" her brother replied.

(A/N Please give your reviews, so that I may know how good it is.)


	5. Chapter 5

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!)

Chapter 5-Ultimate Struggle

"Okay" Spidey said, "Now, how are we going to defeat Ultron?" "Well" Spider-Boy said, "There's a whole new generation of superheroes here from the future. We formed the Next Avengers. I'll go get James Rogers." "Who's that" Nick Fury demanded. "Cap's son" Spider-Boy replied, jumping off the Tri-Carrier once more.

James was fighting a robot version of his father. "You stupid clone" he said, throwing his shield at the robot, slicing it in half. "Hey James" Spider-Boy said. He was on the side of a nearby building. "Ultron has gone too far" James said, "I'll make sure that he pays!" "Oh, calm down" Spider-Boy replied, "We'll get him. It will just take time!"

Spidey found another group of Ultron Bots. He easily defeated them. Then, his Spidey Sense went off. A tentacle knocked Spidey into a wall. "Well, well, well" Doc Ock said, "Look who came to me. I will squash you, like the arachnid you are!" "I don't think so" another voice said, "I, the Green Goblin will have the honor of destroying the both of you!" "Not even your combined might can stand up to the Sinister Six" said Doc Ock, "Meet the Lizard, Rhino, Electro, Scorpion, and Kraven. They'll destroy you all!"

Spider-Boy thought about his older brother, Richard Benjamin Parker. Richard followed after his father's footsteps and became Spider-Kid. In a fight with Ultron Bot, an explosion occurred. The Bot self-destructed. Nobody saw him ever again, but he saw a costume that looked like Spider-Kid's costume. Ben Reilly was the Scarlett Spider. His son, Peter Reilly, became the Kid Scarlett.

Spider-Boy was still thinking about all these things, when he heard a voice. "Long time, no see, bro" the voice said, "Who would have thought that Spider-Kid had slipped away from the Ultron Bot before it blew up, and was captured by Ultron, and who would've have thought the youth escaped and found his way back to his bro, Spider-Boy." Spider-Boy turned around and saw his big brother facing him. Spider-Boy ran up to Spider-Kid and hugged him. "It's been so long" he said. "I know" Spider-Kid replied, "And it's all thanks to the Kid Scarlett, who helped save me." "That's right" Kid Scarett said, "And we're gonna stop Ultron!" "Right" Spider-Boy said. Spider-Kid's costume was identical to the traditional red and blue costume, except, there were webs under the armpits. The Kid Scarlett's costume was a mini version of the Scarlett Spider costume.

The three mini Spiders swung by into the midst of a fierce battle. It was Spidey vs. The Sinister Six and The Green Goblin. "We'll help you out" Spider-Kid said. "Bro" another voice said. "That's right Spider-Girl" Spider-Kid replied, "I'm back and ready for battle!" "Get ready to be destroyed" Doc Ock said. "Split up" Spidey said. "Right" everyone replied.

Spider-Boy went after Rhino. He used his symbiote abilities to help him out. "Well, well, well" Rhino said, "Look who got himself a new costume!" "This costume" Spider-Boy said, "Is just what I need to defeat you!" Rhino charged at Spider-Boy, but Spider-Boy stopped Rhino in his tracks, by grabbing his horn. He swung Rhino around by his horn until he let go, and Rhino flew about 50 yards away.

Spidey was fighting the Goblin. "I shall destroy you" the Goblin said. The Goblin lunged at Spidey and punched him to the ground. The Goblin picked Spidey up by his feet, and swung him into a building. "Wow" Spidey said, "That packed a punch!" Spidey got up and shot his Web Shooters at the Goblin. The Goblin stepped back two steps. "You're attacks are useless" he said, charging at Spidey.

Once the battle was over, only three villains were put away. Rhino, Scorpion, and Kraven were locked in the Shield Tri-Carrier. "We'll catch the rest of them" Spider-Kid said, "But where's Spider-Boy?"

"Feed us" Venom said, "We grow hungry!" "No" Spider-Boy said, "I won't let you eat humans!" "If we don't get what we want" Carnage said. "Don't worry" Toxin said, "We'll feed by force!" "I can't control my body" Spider-Boy said. Outside of Peter Jr.'s mind, Havock jumped onto the ground. A lady happened to be walking by. "Aaaah" the woman said. Havock looked at the woman. A devious grin sprouted on Havock's face. "No" Spider-Girl said, knocking Havock into the wall.

"I'm so sorry" Spider-Boy said. "Don't worry about it" Reed Richards said, "Chocolate should stop your craving for human flesh." "Thanks" Spider-Boy said, "I think I'll be going now." "I don't think that's the best idea, taking into consideration, your situation" Reed said. "No" Spider-Boy said, "We are no longer under the control of others, but soon, they will be under the control of us! Including you, Reed. Havock broke the glass of his containment cell, and shot symbiote at Reed. The symbiote covered Reed and took over his body. "Reed" Invisible Girl said. It was only Reed and Susan Richards in the lab. Havock shot symbiote at Invisible Girl and it took control of her too. "We will rule" Havock yelled.

(A/N My idea was inspired from Spider-Man Web of Shadows. What will happen next?)


	6. Chapter 6

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!Harry Osborn is Agent Venom, Flash Thompson, Agent Carnage, Mary Jane, Agent Scream, Black Cat, Agent Agony, Scarlet Spider, Agent Lasher, Kid Scarlet, Agent Riot, Scott Washington, Phage, Marcus Simms, Hybrid, James Murphy, Anti-Venom, Patrick Mulligan, Toxin, Kid Scarlet, Agent Chaos, and their leaders Havock and She Havock(Spider-Boy and Black Cat Jr.))

Chapter 6-Havock Takeover

Spidey wasn't sure how it came to this, but he knew that the symbiotes were out of control. The symbiotes were spreading quickly, and taking over. Spidey knew what the cause was. Now, all he needed to do was destroy the source. This was bad. "Now" Spidey said, "Where is Spider-Boy?" "Spider-Man" a voice said, "We will have our revenge for the rejection you gave us." It was Venom. "Spider-Boy" Spidey said. "No" Venom said, "I am Venom!" Venom's fist extended forward and knocked Spidey off of the building.

Spider-Girl was swinging looking for any other allies who needed help. Then, she heard a bank robbery commence. She ran into the building to see a young girl in a black jumpsuit. "Well" the girl said, "Not the person I was looking for, but for the Black Cat, this will do!" The girl had a bag of money in her hand. Spider-Girl shot webs at her, but The Black Cat dodged, and ran out of the building. She used a grapnel(grappling hook) to leap on top of a building. The Cat jumped from building to building, until she landed onto her last building. "Come on girl" Black Cat said, "How about you play with these guys?" A bunch of random civilians climbing the building. "Are these deranged civilians" Spider-Girl asked.

Meanwhile, Spider-Kid was fighting Spider-Boy. "I'm telling you" Spider-Boy said, "I have nothing to do with it! And if you don't believe me, then finish it!" Spider-Boy turned away from his brother. Spider-Kid was ready to make the finishing blow, but then, he thought, This can't be the symbiote. It would never surrender. "I believe you" Spider-Kid said. "Good" Spider-Boy said, hugging his brother. Something, came from Spider-Boy's fingertips and went into Spider-Kid's suit as the two hugged. Spider-Boy's mask grinned, and then went back to normal mask form.

Spidey was thrown once again by Venom. I can't win like this, Spidey thought, This Venom is way stronger than before. Venom pursued Spidey until, Spidey ran into the Iron Fist. "Help me" Spidey said. "Okay" Iron Fist said. His two fists glowed as he hit Venom. The symbiote flew right off of Harry Osborn, and crawled away. Harry Osborn fainted in Spidey's arms. "Fist" Spidey said, "Make sure Harry gets to the Tri-Carrier safely." "Okay" Iron Fist said, "Be careful!"

Kid Scarlet was busy fighting a group of Carnages. The first Carnage leaped up, and punched Kid Scarlet to the wall. The second Carnage punched Kid Scarlet continuously. Then, luckily for Kid Scarlet, an Ultron Bot, of humanoid appearance, punched one Carnage. The other two turned around and charged at the Bot. The three Carnages worked together to tear the Bot to shreds. Kid Scarlet grabbed one Carnage with a web and swung it into the nearest building. He then took a metal pole and subdued it. The other two had finished the Ultron Bot and turned around to attack Kid Scarlet. Then, two webs from above made contact with the symbiotes. They were electric webs, that made the two Carnages vanish. The two hosts fell to the ground. "We have to take these people to the Tri-Carrier, to make sure every trace of symbiote is gone" Spidey said. "Right" Kid Scarlet said, "They're closing down every connection to NY until everyone is cured! And don't worry, Shield is planning to lay down a bomb that will destroy only the symbiote, completely harmless to humans." "Great" Spidey said.

Meanwhile, the daughter of The Black Cat was hopping from building to building. She was pursuing Spider-Boy. She had had her eye on him since the day they met. "Spider-Boy" she yelled, leaping onto the building where he was. "Hello" Spider-Boy said. "I bet you have a plan to stop this disaster right" The Cat asked. "No" Spider-Boy said, "But I have a proposition for you. Join us. Become one with the symbiote!" "W-what" Cat Jr. said. "Join us" Spider-Boy said. "Oh no" Cat Jr. replied, "The symbiote has polluted your mind!" "No" Spider-Boy said, "You got it all wrong. The symbiote gives me power! Don't you want us to be together? Remember when we kissed? Don't you want to rekindle our love and rule beside me as queen?" "Well" she replied, "When you put it that way, it does sound tempting." "Then join us" Spider-Boy replied. "Okay" Cat Jr. said. Quickly, Havock bonded with Cat Jr., making her She-Havock and fusing into her bloodstream. "Now" Cat Jr. said, "We can be together forever!" The two did truly love each other.

Meanwhile, Spidey was at Stark Tower. "Okay" the Black Widow said, "You're job is to help out the APC trucks rescue uninfected civilians, and then, we'll keep them at Stark Tower!" "Right" Spidey said, "I'll make sure that every superhero is aware of that." "Good" Widow said, "Now go! And we're using the Tinkerer to make the symbiote bomb, and we need you to go Kingpin Towers and confront him!"

Spider-Kid looked down from a building and saw so many infected. "He knew that his brother couldn't have been the cause of this. He had to find a way to stop this madness. He leaped from on top of the building and onto the ground. The symbiotes spotted him and charged. Spider-Kid, webbed one into the wall. He jumped up and punched another one. "Two down" Spider-Kid said, "Two to go!" He shouldn't have lost focus. One of the symbiotes grabbed Spider-Kid and punched him. The symbiote, then picked Spider-Kid back up and threw him on top of a building. The symbiotes climbed the wall to pursue Spider-Kid.

Spider-Girl, was now facing Carnage and Riot in a one on two battle. Carnage's hand turned into an ax and slashed at Spider-Girl. "Come on" Spider-Girl said, "Is that the best you got?" Unfortunately for her, it wasn't. Riot made a battle cry, and called for some friends. "I can't do this all alone" Spider-Girl said. The infected climbed up the wall. It must have been 20 of them. "Well" she said, "Here goes!"

Havock and She-Havock were watching their beautiful empire. "It's perfect" She-Havock said, "But people are interfering with our plans! We will destroy them!"

"Okay" Tinkerer said, "Here's my plan. Since the symbiotes are weak to electricity, I will send up a bomb to destroy the symbiotes. The bombs won't affect humans, but will just destroy the symbiotes, and I need time, so a group of heroes must protect Stark Towers until then." "Okay" Nick Fury said, "Remember, we only took you out of prison for assistance. Got it?" "Come on, Nick" Spidey said, "There's no way he's gonna escape, but anyway, I have to go. I have to stop Spider-Boy!" "Don't worry" Nick said, "We got the Howling Commandos!" "Right" Spidey said.

Spider-Girl met up with Spider-Kid. "Okay" she said, "It's time to go beat up some symbiotes!" She waited a few minutes for a response, but what she didn't know is that Spider-Kid met with his younger brother, Spider-Boy, and that Spider-Boy implanted three symbiotes inside of him. It was quite the surprise, when she turned around to see Chaos. "We are Chaos" Chaos said. "Oh no" Spider-Girl said, "Not you too!" Chaos' hand shot darts at Spider-Girl. Luckily, her agility was enough to help her dodge the darts. Then, Chaos' hand stretched and grabbed Spider-Girl, throwing her off the building that she was on. She had just barely survived her last fight with those minions, but now, it would be even harder, but Kid Scarlet came to the rescue, swinging by, grabbing Spider-Girl and safely dropping her on the next building. "I thought I'd never see another ally" Spider-Girl remarked. "Don't worry" Kid Scarlet said, "We can take them!" "I hope so" Spider-Girl said, looking at Chaos and Toxin chasing them. "I have a plan" Kid Scarlet said, "But it will involve a lot of web-slinging." "I got a web cartridges ready to web-sling" Spider-Girl replied.

Havock and She Havock were slinging around the city, looking at the marvelous lairs of symbiote, but some symbiote pods were destroyed. "Those heroes" Havock said, "I will destroy whoever did this!" Havock and She Havock landed on top of a building. There, they saw Chaos and Toxin webbing towards them. Toxin and Chaos landed on the building. "What are my elite forces doing here" Havock demanded. "We were bested by Kid Scarlet and Spider-Girl" Toxin replied. "You two are one of my elite forces and you are losing" Havock yelled, "Figures that this is the best I get from you two!" "We'll go" She Havock said, "Toxin, come show me where they are!" Toxin webbed off of the building, with She Havock right behind.

"The cannon is ready" Tinkerer said, "Prepare to launch in 3, 2, 1!" The canon was launched into the sky, and once it reached above the whole city, it exploded. Most of the symbiotes were destroyed, but Havock still remained.

Spidey webbed into the biggest Havock gathering ever. Havock was 50 strories high...

That was the last thing Spidey remembered. He woke up in the Shield Tri-Carrier. He saw Nova, White Tiger, Power Man, Iron Fist, and Spider-Girl. "You did good" Spider-Girl said. "W-what did I do" Spidey asked. "You mean you seriously don't remember your greatest accomplishment ever" Nova asked, "When you went inside of Havock and blew him up with a bomb? That fall must have really gave you amnesia. A hero never forgets his greatest accomplishment!" "Nova" White Tiger said. "I'm sorry" Nova said, "Too bad Tinkerer got away and all the other bad guys. Spider-Boy and Black Cat Jr. are currently splitting the symbiotes." "What" Spidey said. "Since the symbiote can't be destroyed, because it fused into their bloodstream, they'll be easier to handle with more than one host, so a few volunteers have come" Iron Fist said. "Harry Osborn is Agent Venom, Flash Thompson, Agent Carnage, Mary Jane, Agent Scream, Black Cat, Agent Agony, Scarlet Spider, Agent Lasher, Kid Scarlet, Agent Riot, Scott Washington, Agent Phage, Marcus Simms, Agent Hybrid, James Murphy, Agent Anti-Venom, Patrick Mulligan, Agent Toxin, and Agent Chaos, Kid Scarlet. Their leaders Havock and She Havock, AKA Spider-Boy and The Black Cat Jr. Together, they make, the Agents of Havock!" "Woah" Spidey said.

(A/N Woah's right! This knew crew is ready and fierce!)


	7. Chapter 7

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!Harry Osborn is Agent Venom, Flash Thompson, Agent Carnage, Mary Jane, Agent Scream, Black Cat, Agent Agony, Scarlet Spider, Agent Lasher, Kid Scarlet, Agent Riot, Scott Washington, Phage, Marcus Simms, Hybrid, James Murphy, Anti-Venom, Patrick Mulligan, Toxin, Kid Scarlet, Agent Chaos, and their leaders Havock and She Havock(Spider-Boy and Black Cat Jr.))

Chapter 7-The Agents of Havock

"This is such a dream come true" Flash said, in his human form, "I can save the people who can't save themselves!" "This is pretty cool" Patrick said, "Who would have thought, that every volunteer were kids. I'm still in High School. That's pretty cool of Shield!" "This is going to be my biggest scoop yet" MJ said, "That's exactly why I signed up." "Come on" Kid Scarlet said, "We were chosen to help Shield, and I say we go out there and take down Ultron!" "Right" Scott said.

Spider-Boy was webbing through the city with his normal Spider-Boy costume, looking for some bad guy to take down. He saw a group of people running away from the Lizard. Spider-Boy landed onto the ground. "Okay, Doc Connors" Spider-Boy said, "It's time to go back to Shield, so Nick Fury can get you some help!" The Lizard just snarled and charged at Spider-Boy, swinging his tail and hitting him. I can't afford to lose this battle, Spider-Boy thought, Or the Doc will stay that way forever. Spider-Boy got back up, and used webs to subdue the Lizard. The Lizard broke free from his bonds and attacked Spider-Boy again. Spider-Boy dodged this attack also and shot a web at the Lizard's tail. Spider-Boy then swung the Lizard around in a circle. The Lizard used his claws to break free, but at a cost of flying back, right into a car. Then, Spidey Sense went off, and Spider-Boy was hit by what seemed like a circle hitting his back. Spider-Boy flew into a nearby building. "Spider" the voice from behind said, "I'm gonna have to ask you to leave my partner alone, or you will face the wrath of Shocker." "And who might you be working for" Spider-Boy asked. "The Kingpin has a master plan to rule this city" Shocker said, "And he will make as many supervillains as it takes! Until then, see you later!" "Not so fast" Kid Scarlet said, webbing and hitting Shocker. "Hmph" Kid Scarlet said, "Not too good of a supervillain, huh?" "Don't worry about that" Shocker said, "It will all be over soon." Shocker shot another blast at Kid Scarlet, but he dodged. Kid Scarlet leaped right in front of the Lizard, who grabbed Kid Scarlet and threw him across the street. "Kid Scarlet" Spider-Boy yelled, running to his aid. He shouldn't have. He took a fierce blow from Shocker.

Spider-Boy and Kid Scarlet woke up in the same place where they were defeated. Carnage webbed his way to the two. "You guys were totally creamed" Flash said, "But now that you're awake, we can go searching for crime!" "Sure" Spider-Boy said. "I've got to go back to Shield" Kid Scarlet said, "I've got to give them the report about Shocker, and the Kingpin." "Okay, Agent Chaos" said Flash, "Let's go!"

Spidey was web slinging across the city, when he met up with Spider-Boy. They two landed on top of the closest building. "What happened" Spidey asked. "A new villain, called the Shocker is running loose, and Flash and I split up to find him" Spider-Boy replied. "Spider-Man" Nick Fury said from Spidey's wrist communicator, "The Lizard, Rhino, and a man calling himself Shocker are loose!" "On it" Spidey replied.

Spidey and Spider-Boy webbed to where all the commotion was. There, the two saw Venom and Scream and the other Agents of Havock fighting the three villains. The Lizard knocked back Scream, and The Rhino charged, knocking Scream into the wall. "Wait up" Spidey said, "Didn't you guys forget about your friendly neighborhood Spider-Man?" "Don't worry" Doc Ock said, "I didn't forget about you!" The fools, Doc Ock thought, My Octobots have already planted the mind controlling chips, on The Agents of Havock. Now, I will activate it.

Suddenly, Venom stopped attacking Shocker started to attack Spidey. The other Agents of Havock did the same. The only Agents of Havock not there was Kid Scarlet and Black Cat Jr. Carnage leaped at Spider-Boy, but Spider-Boy dodged the attack, grabbing Carnage's leg and flinging him down the block, but Carnage's tendrils helped him gain balance and he went to attack again. Carnage knocked Spider-Boy into a car. "Face it" Doc Ock said to Spider-Boy, "The only way to win this battle is to use the power of the symbiote and risk losing control!" Unfortunately, Doc Ock was right. The symbiotes were too strong, but Spider-Boy still held back. These people were innocent. Then, Spider-Boy knew what he had to do. He had to take back the power of the symbiotes. Venom was the first to leap at Spider-Boy. Spider-Boy quickly took back the symbiote, and Harry was normal again. He did the same for every other Agent of Havock. Every Agent was back to normal, and Havock was reformed. Havock leaped up and punched Shocker across the street to another building. "Retreat" Doc Ock said, "We need the rest of the Sinister Synzicate for assistance!" The three retreated.

Spider-Boy was standing on top of a building, with James Rogers. "That's quite the suit" James said, "And you'll need it when fighting Ultron." "Nick Fury told me to limit myself to one suit at a time" Spider-Boy replied, "And I plan to!"

Meanwhile, in the future. Ultron was standing in his marvelous city, full of robots, and no imperfections. "King Ultron" a flying Ultron Bot, with no arms, only a head and laser guns on the side said, "Is your brilliant plan ready to be executed?" "Not yet" Ultron said, "But in the meantime, I think it's time that I pay a visit to the past!" "And your creator, Hank Pym" the Ultron Bot enquired. "Don't call him that" Ultron demanded, "Even if it is true, I will not allow myself to be degraded by this. Place Pym in the holding cell with all the other superheroes. And soon, I think that I'll be executing Spider-Man and Iron Man." "Yes sir" the Ultron Bot said. Ultron flew into the sky and headed for his time portal, to go back in time.

(A/N Uh oh! Ultron's coming to town! Don't forget about the Sinister Syndicate!)


	8. Chapter 8

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!Harry Osborn is Agent Venom, Flash Thompson, Agent Carnage, Mary Jane, Agent Scream, Black Cat, Agent Agony, Scarlet Spider, Agent Lasher, Kid Scarlet, Agent Riot, Scott Washington, Phage, Marcus Simms, Hybrid, James Murphy, Anti-Venom, Patrick Mulligan, Toxin, Kid Scarlet, Agent Chaos, and their leaders Havock and She Havock(Spider-Boy and Black Cat Jr.))

Chapter 8-Mastering the Symbiote

Note:I have made an unfinished Wikia on this Fanfic and Beyblade Metal Makers. Feel free to read if you like.

(Okay, I looked it up, and the symbiote can change a person's facial appearance, despite the host's actual stature. You can find these answers by going on google and searching symbiote abilities.)

Spider-Boy, and Spider-Man, along with his team were standing on top of a building. "Okay" Spidey said, "If you're going to use the full power of the symbiotes, you're going to need to train!" "Right" Spider-Boy said. The five heroes jumped off of the building. Spider-Boy stood in the middle of the building. First, the White Tiger leaped up from behind Spider-Boy and attacked. Spider-Boy leaped up and dodged just in time. Spider-Boy subdued the White Tiger with webs. Next, Power Man jumped up, with Iron Fist. Spider-Boy jumped up again and landed back down, punching the ground. The shock wave knocked the two off of the building. Spider-Boy grabbed them both with symbiote webs, and hung them by the feet, so they wouldn't hit the ground. Spidey and Nova came up. Spider-Boy's fist shot forward, grabbing Nova and slamming him into the next building. Last, was Spidey. Spidey shot webs at him. Spider-Boy dodged all these attacks with ease. Spider-Boy's hand extended once more and grabbed Spidey. His other hand extended and became a blade. "I win" Spider-Boy said.

"Humans" a voice said from the sky, "I will not only destroy this dimension, but I will destroy every other dimension. I, Ultron, will make sure that none can oppose me. My portals will start to open up, all around the world. Heroes, I await!" "Ultron" Spider-Boy yelled. Then, a portal opened up right next to the six, sucking them in.

Spider-Boy woke up in a strange world. He woke up in front of a school that said "Magnet High".(Recognize?) "Peter" a voice said, "You're so sweet!" "Sure thing Liz" Peter said. Peter Jr. looked at Peter. He looks nothing like the Peter from my world, thought Peter Jr., And I seemed to have changed to look like this world's Peter. Maybe I can find a way to get home later. Now, I need a place of refuge! Peter and Liz went separate directions. Peter Jr. ran to Peter. "Hey" Peter Jr. said, "I know that I sound crazy, but I'm your son, and from an alternate dimension." "You must not be feeling well" Peter responded. "No" Peter Jr. said, "I'm serious. In my world, Peter Benjamin Parker is my father, and he was Spider-Man, and I became Spider-Boy his son. He also had another son and a daughter, who went by the handles, Spider-Kid and Spider-Girl. "There's a new threat coming, called Ultron. He's the most powerful villain" Spider-Boy replied. "Okay" replied Pete, "I believe you, now, give me a second to change."

The Spectacular world went downhill in one hour. Ultron Bots were everywhere and super villains were loose. "I, the Spectacular Spider-Man will stop this" Spec Spidey said(My new nickname for The Spectacular Spider-Man.). "It's not going to be easy" Spider-Boy said.

Spider-Boy fell into another portal right under him. He fell right into the lab of Reed Richards. "Spider-Boy" Reed said, "I have been analyzing your symbiote suit, and it appears, that the symbiotes have permanently bonded with you, and separation from the suit can be fatal for the both of you." "Okay" Spider-Boy said, "I just need to keep the suit on." "Not only that" Reed said, "But if the symbiote dies, you die along with it." "Them" Spider-Boy corrected. "Okay" Reed remarked, "Just be careful." "Okay" Spider-Boy said.

Spider-Boy had to find a way to get back to the Spectacular world, where the Spectacular Spider-Man resided. His Spidey Sense flared, and he leaped up into the air. He just barely dodged the lasers from an Ultron Bot. Spider-Boy grabbed a bot with one of his webs and slammed it into the wall.

Spidey was busy fighting Shocker. Shocker shot another vibro shock at Spidey knocking him into the wall. Spidey got up, just to get hit with another vibro shock. "You're supposed to be Spider-Man" Shocker called, "I think that you're just a wannabe!" "I take much offense to that" Spidey replied. Spidey jumped into the air, and webbed Shocker's gauntlets. Shocker tried to shoot another vibro shock, but his gauntlet jammed, and exploded, knocking Shocker back. "That's why you don't mess with me" Spidey yelled. "Don't worry" Rhino said, "I'll smash you." Rhino charged at Spidey, but he used his agility. Spidey ran up to the Rhino and punched him. Doc Ock grabbed Rhino and Shocker with two of his tentacles. "We'll meet again" Doc Ock said.

(A/N What will happen next in the next Chapter? Type all of your reviews, and look at , for my behind the scenes explanation.)


	9. Chapter 9

Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!Harry Osborn is Agent Venom, Flash Thompson, Agent Carnage, Mary Jane, Agent Scream, Black Cat, Agent Agony, Scarlet Spider, Agent Lasher, Kid Scarlet, Agent Riot, Scott Washington, Phage, Marcus Simms, Hybrid, James Murphy, Anti-Venom, Patrick Mulligan, Toxin, Kid Scarlet, Agent Chaos, and their leaders Havock and She Havock(Spider-Boy and Black Cat Jr.))

Chapter 9-Ultimately Unlimited

Spider-Boy was webbing trying to find a way to the Spectacular World when he found a portal. This is my ticket, Spider-Boy thought, webbing through. Spider-Boy looked to see himself in a futuristic looking world. "Surrender" a robot said, "Under the name of the High Evolutionary!" "Watch out kid" Spider-Man said, but this Spider-Man was strange. He had a different costume. This Spidey webbed one of the robots and swung it into the other two. "Come on" Spidey said, "Follow me!"

Spider-Boy did as he was told and found himself among rebels. "Who are you" a man said. "Come one Jameson" Spidey said, "Don't get too serious yet!" "Jameson" Spider-Boy replied, "As in John Jameson?" "How do you know my name" John asked. "In my dimension" Spider-Boy said, "John Jameson is the son of J. Jonah Jameson." "You're from our Earth" Spidey asked. "I don't know what that means, but I'm looking for the Spectacular Spider-Man" Spider-Boy replied. "I've never gone by that name before" Spidey said. "I went to the wrong universe" Spider-Boy said, "I was looking for another parallel universe!" "This guy's lost it" Bromley said, "He needs mental rehabilitation!" Rebels began to surround Spider-Boy. "I don't think so" Spider-Boy said, jumping up and clinging to the ceiling. "Okay, Spider-Man Unlimited" Spider-Boy said, "Tell me how to leave this dimension, or I'll kick all of your cans!" "I believe him" a woman said. "Well" John said, "If Karen believes him, then it must be true. Until this kid gets back home, he can assist us in our fight."(Note: This Chapter is in between two episodes of the actual series.) "After the situation with the Hunter" Karen said, "Things started to get a whole lot worse, but this kid can assist us in our fight." "I need to get back to my universe" Spider-Boy said, "My universe has much bigger threats."

"Spider-Boy" a voice said in Spider-Boy's head, "This is Madame Web, communicating to you in your mind. I am now going to transport you to yet another dimension. Do not worry, Spider-Man will be with you. The other heroes are currently occupied, but I will send another one to help you. Choose wisely." "Deadpool" Spider-Boy said, "He was my old mentor." "Very well" Madame Web said. Spider-Boy fell through a portal.

Spider-Boy was in the street. He looked at his surroundings(Ultimate Marvel Comics Universe). He saw Spider-Man on the street. He was fighting a strange version of the Green Goblin. "I will destroy you Spider-Man" the Goblin said. "I don't think so"the Human Torch said. The Green Goblin was run over by a truck. The driver looked like Mary Jane Watson. The Goblin just threw the truck, while this dimension's Spider-Man swung MJ and a blond-headed girl out of danger. His mask was also off. "Hey" Spider-Boy yelled, "Goblin, I'll take you down." "And who are you" the Green Goblin said, "You know what, I don't care! I'll just destroy you!" The Goblin picked up a lamppost and threw it at Spider-Boy. "Hey, watch it" Spider-Boy said, shooting web balls at the Goblin.

They all hit the Goblin, knocking him back. The Goblin jumped up from the crater in the street, and started shooting fire balls at Spider-Boy. Spider-Boy easily dodged all of the attacks. "Get out of here" Spider-Man said. "Can't" Spider-Boy replied, "Madame Web sent me to prevent you from dying in your last battle with the Green Goblin." "I die in this battle" Spider-Man said. "Yes" Spider-Boy said, "But I'm here to prevent that." Spider-Boy shot darts out of his hands, and at the Goblin. The Goblin leaped up and the Human Torch came up with him, tackling the Goblin to the ground. The Goblin threw the Torch off of him, into another building.

"Where am I" a familiar voice said. "Deadpool" Spider-Boy said, "I asked Madame Web to send you here and help me." "Aren't I too old for this" Deadpool remarked. "No" Spider-Boy said, "You have a slow aging factor." "Yes" Deadpool said, "Long time no see. Now let's unalive this Goblin!" The Deadpool jumped up and took out his swords, charging at the Goblin. He slashed the swords at the Goblin. The Goblin grabbed the swords and threw them away.

Inside Peter Jr.'s mind, the symbiotes were talking to him. "Use the power" Venom said. "Use the power of the symbiotes" Carnage said. "You must use the bite of the symbiotes" said the symbiotes in unison. "It'll poison Norman" Spider-Boy said. "No" Toxin replied, "It will make the Goblin effect wear off." "Fine" Spider-Boy said.

Spider-Boy jumped into the air, and dived straight for the Goblin. The both of them crashed into the next building. Spider-Boy quickly bit the Goblin, and he reverted back to Norman. Spider-Boy dragged him out of the building and lay him in the street. "You did it" Spidey said. "Who are you" this dimension's Spider-Man asked. "You, from another dimension" Spidey replied. Spider-Boy, Spidey, and Deadpool vanished.

(A/N What's to happen next in this ultimate series?)


End file.
